篇一：涉外合同的英语语言特色
摘 要
实务中有不少涉外经济合同纠纷是因各方对合同文字的理解不一而引起的,究其原因,主要是起草者对合同语言的特殊性缺乏应有的了解,结果导致合同语言的模糊性和不确定性。本文从词法、句法及应用等三个层面对英文经贸合同语言的特殊性及其变化规律进行探讨,以期能有助于对此类合同的阅读和起草。
关键词：涉外合同；语言特征；阅读和起草
ABSTRACT
In practice, the occurrence of inconsistency in interpretation of the contract English has resulted in a good few cases of disputes. In essence, it is largely due to the draftsman's failure to have a deep-in understanding of the underlying features of the contract language, which might lead to the ambiguities and uncertainties of the contract wording. This paper tries to analyze the linguistic features of English business contracts at the morphological, syntactical and discourse levels respectively with a view to rendering a help in the reading and drafting the contracts.
Keywords：contract English ; language features; reading anddrafting
Contents
1. Introduction ...................................................................................................................... 1
2. Literature review .............................................................................................................. 2
2.1 Study of contract .............................................................................................................. 2
2.2 Study of legal English ...................................................................................................... 3
2.3 Study of contract English ................................................................................................. 3
2.4 The study of the stylistic features of contract English in China ...................................... 4
3. The language features of contract English ..................................................................... 6
3.1 The lexical features ....................................................................(本文来自：wwW.xIAocAofaNwEn.com 小 草范 文 网:涉外合同英文范本)...................................... 6
3.1.1 Formal words ................................................................................................................ 6
3.1.2 Archaic Words ............................................................................................................... 7
3.1.3 Synonyms ...................................................................................................................... 8
3.1.4 Abbreviations ................................................................................................................ 8
3.2 The syntax features .......................................................................................................... 9
3.2.1 Active voice ................................................................................................................... 9
3.2.2 Present tense ................................................................................................................ 10
3.2.3 Shall+verb ................................................................................................................... 10
3.3 The sentential features .................................................................................................... 11
3.3.1 Declarative sentences .................................................................................................. 11
3.3.2 Long sentences ............................................................................................................ 12
3.3.3 Conditional clauses ..................................................................................................... 13
4. Implications .................................................................................................................... 15
4.1 Implication for reading contract English ....................................................................... 15
4.2 Implication for drafting contract .................................................................................... 16
5. Conclusion ....................................................................................................................... 17 Acknowledgements ............................................................................. 错误！未定义书签。
References ........................................................................................................................... 18
1. Introduction
Language is much more than merely a means of communication. It is also a way of signaling, consciously or unconsciously, that we come from a particular area, or belong to a certain social group.[1]51 Every field of expertise develops its own language features.[2]36 The language of English used in contracts, or contract English, is an important branch of legal English. Legal English means the language of the law of England, America, and some other countries whose official language is English. These common law system countries have a history about several hundred years to express law in English. Legal English is a type of legal language with overlap of linguistics and the science of law. [3]6
With China's carrying out the policy to promote reform and opening to the outside world, the establishment of market economy, the rapid development of our communication with foreign countries and China's entry to the WTO, there are more and more opportunities for us to communicate with those countries whose official language is English. When communicating with individuals, legal persons or other organizations from the English speaking countries, we often need to sign English contracts with them. Contract plays an important role in international economic and trade activities, as all achievements thereof will be finally embodied in it.
How to correctly draft and understand contract language is of great importance to individuals and business organizations. There are a few books and papers dedicated to general principles of stylistic features of English for law, but none addresses questions of contract English in sufficient detail to be of significant practical use to the English contract learners in China. My dissertation attempts to present a comparatively detailed analysis of stylistic features of contract English with the expectation to better help contract learners or businessmen understand and draft English contract.
2. Literature review
2.1 Study of contract
Contract English, like English as a whole, is not static. It has undergone and is still undergoing enormous changes. The definition of contracts given by Karla C. Shippey[4]155: A Commercial Contract, in simplest terms, is merely an agreement made by two or more parties for the purpose of transacting business. In the eye of scholars the word contract is used in common speech, which simply refers to a writing containing terms on which the parties have agreed. Contract is often used in a more technical sense to mean "a promise, or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes a duty." Put quite simply, a contract is an agreement which the courts will enforce. [5]5
A contract, in the simplest definition, is a promise enforceable by law. The promise may be to do something or to refrain from doing something. The making of a contract requires the mutual assent of two or more persons, one of them ordinarily making an offer and another accepting. If one of the parties fails to keep the promise, the other is entitled to legal recourse against him. The law of contracts has to do with such questions as whether a contract exists, what the meaning of it is, whether a contract has been broken, and what compensation is due the injured party.[6]6
Many contracts use the word agreement in the title. In some contexts the two words, contract and agreement, are synonyms and can be used interchangeably. While contract and agreement may both be used to mean a formal and legally enforceable arrangement, agreement may also refer to an informal arrangement not supported by consideration, such as an agreement between friends to play tennis on Saturday morning. So an agreement is really the main ingredient of a contract. But it is not every agreement that becomes a contract. To be a contract, that agreement must be enforceable in taw.
篇二：英文涉外借贷合同范本
LOAN CONTRACT
Contract Number:
BORROWER:
Address:
LENDER:
Address:
In accordance with provisions of Contract Law of the Peoples Republic of China and Bank of China, after reviewing the status and the request of the Borrower, the Lender agrees to grant the Borrower a line of credit on . The Borrower, Lender and Guarantor, through
friendly negotiation, have executed this Contract as follows:
ARTICLE 1 CURRENCY, AMOUNT AND TERM OF THE LOAN:
1. The Currency under this loan is Reiminbi.
2. The Line of the loan is yuan.
3. The period of this loan is 12 months from the date of
effectiveness of this contract.
ARTICLE 2 THE PURPOSE OF THE LOAN:
1. The purpose of this loan is used for working capital turnover.
2. Without written approval of the Lender, the Borrower could not use the loan out of the
scope of the purpose.
ARTICLE 3 INTEREST RATE AND CALCULATION OF INTEREST:
1. Interest rate: The interest rate shall be [***] During the loan term, if the countrys related authority adjusted the interest rate or the manner of calculation of interest, the interest of
this contract shall be
adjusted accordingly after one year from the date of execution of this contract.
The adjustment shall be conducted when the interest rate are executed one year.It is not
obliged to inform the Borrower when the adjustment of interest.
2. The interest shall be calculated from the date of first drawdown and the actual days the
borrower use. One year shall be calculated as 360 days.
3. The payment of interests: The Borrower shall pay the interests per quarter. The
payment date shall be , and
. If the payment for the last installment is not on the payment date,the interests shall
deduct the interest from the bank account of the Borrower.
In the event that the Borrower fails to pay the interests on time and the balance of the account of the Borrower is not enough for the payment of interest, the Lender shall have rights to collect a penalty being [***] of the outstanding amount per day for the Borrowers breach of contract.
ARTICLE 4 OVERDUE INTERESTS AND MISUSING INTERESTS
1. If the Borrower fails to repay the loan and can not reach a agreement with the Lender regarding the extension, the Lender shall collect an overdue penalty for [***] of the overdue amount per day.
2. If the Borrower fails to uses the loan in accordance with the provisions set forth in this contract, the Lender shall have right to charge a interests for the misusing part at a rate of
[***] per day.
篇三：涉外合同范本之分销协议(英文)
RESELLER AGREEMENT
This Agreement made and entered into by and between:
ABC Pty Limited (“ABC”) with a place of business at
AND
<< the Reseller>> (the Reseller)
Recitals
A. ABC is the creator, developer and owner of Intelligent Surveillance Software
B. ABC wishes to develop sales of its technology in certain countries.
C. The Reseller s experienced and knowledgeable in the sale, promotion and service of such systems to its customers.
D. ABC and Reseller now wish to establish the terms and conditions of their relationship to collaborate in the sale of such systems to end user customers in certain countries.
Definitions
Unless otherwise expressly stated in this Agreement, the following terms shall have the following meaning:
"ABC" means ABC Pty. Limited
<<Reseller>> is a company that wishes to be a Reseller for ABC’s software and systems.
"System(s)" means relevant components, subcomponents or sub-assemblies, computers, peripheral equipment and computer programs constituting the System. The Reseller acknowledges that the functions and/or specifications of the System may be changed or modified by ABC at any time.
"Software" means related computer programs developed by ABC or licensed to ABC from third party as furnished to the Reseller under this Agreement whether or not bundled into a total System.